Cohen & Cohen

GUARANTY

To induce XYZ Food Corp. (hereinafter referred to as "Creditor") to sell and deliver goods to ABC Buyer Corp. (hereinafter re-ferred to as "Buyer Corporation") of 11 Main Street, New York, NY 01010, the undersigned guarantor residing at 12 Backup Way, Anytown, NY 01011 , does hereby guarantee prompt and punctual payment to Creditor of the sums now owing to Creditor through December 31, 1999, for goods previously sold in the sum of $100,000.00 and for any sums of money owing Creditor for all goods hereinafter sold and delivered by Creditor to the said Buyer Corporation.

The undersigned hereby agrees that records of Creditor shall be conclusive with respect to the amounts, time and places of delivery of any and all merchandise and the balance due and owing to Creditor by Buyer Corpora-tion.

The undersigned guarantor hereby waives notice of acceptance of this guarantee and of any default in payment by the Buyer Corporation and con-sents that Creditor may, without notice to him, enter into an agreement with the Buyer Corporation concerning the time and manner of payment of the Buyer Corporation's account as Creditor may deem advisable. In addition to the amount(s) above mentioned, the guarantor hereby agrees to pay the Creditor all costs and expenses, including attorneys' fees, which it may incur in attempt-ing to collect from the Buyer Corporation or in the enforcement of this guar-antee.

The undersigned guarantor further agrees that attorneys' fees for the prosecution of an action based upon this guarantee shall be 25% of the amount sued for and a cause of action to recover for such attorneys' fees may be joined as a cause of action with the cause or causes of action seeking to enforce the terms of this guarantee.

The guarantee is intended to be a continuing guarantee and shall remain in full force and effect unless and until revoked by the guarantor by giving ten (10) days written notice of its termination addressed to Creditor at its office at 50 Sales Way, Brooklyn, NY 01013, such notice to be mailed by Certified Mail, Return Receipt Requested, the ten (10) day period to be com-puted commencing with the date indicated on the return receipt as the date of receipt by Creditor.

IN WITNESS WHEREOF, the guarantor has hereunto set his hand and affixed his seal at New York, New York, this ______ day of _______________, 2000.

__________________________________
, Guarantor

WITNESS:______________________________________

ADDRESS:______________________________________

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* * THIS GUARANTEE IS A PERSONAL GUARANTEE ONLY. CORPORATE TITLES SHOULD NOT BE ADDED TO GUARANTOR'S SIGNATURE.